UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) | |
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| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area
code:
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [_] | Accelerated filer | [_] | |
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[X] | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[_] Yes [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of December 13, 2022, shares of common stock are issued and outstanding.
TABLE OF CONTENTS
- 2 -
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
OTHER PERTINENT INFORMATION
When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to Neutra Corp., a Wyoming corporation.
- 3 -
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEUTRA CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| October 31, | January 31, | ||||||
| 2022 | 2022 | ||||||
| (UNAUDITED) | (AUDITED) | ||||||
| CURRENT ASSETS | |||||||
| Cash and cash equivalents | $ |
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$ |
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| Deposits |
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| Inventory |
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| Total current assets |
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| Property and equipment, net |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | |||||||
| Current Liabilities | |||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Accounts payable to related party |
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| Advances payable |
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| Advances payable to related party |
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| Dividends payable on Series G preferred stock |
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| Convertible notes payable, in default |
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| Accrued interest payable |
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| Total current liabilities |
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| Notes payable, related party |
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| TOTAL LIABILITIES |
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| COMMITMENTS AND CONTINGENCIES | |||||||
| MEZZANINE EQUITY | |||||||
| Series G preferred stock; $ stated value, shares and shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively |
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| STOCKHOLDERS' DEFICIT | |||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively |
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| Preferred stock, $ par value; shares authorized: | |||||||
| Series A convertible preferred stock; shares issued and outstanding at October 31, 2022 and January 31, 2022 |
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| Series B convertible preferred stock; and shares issued and outstanding at October 31, 2022 and January 31, 2022 |
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| Series C convertible preferred stock; and shares issued and outstanding at October 31, 2022 and January 31, 2022 |
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| Series E preferred stock, shares issued and outstanding at October 31, 2022 and January 31, 2022 |
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| Series F preferred stock, $ par value; shares issued and outstanding at October 31, 2022 and January 31, 2022 |
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| Additional paid-in capital |
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| Preferred stock subscribed but not issued |
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| Accumulated deficit |
(
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) |
(
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| TOTAL STOCKHOLDERS' DEFICIT |
(
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) |
(
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| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | $ |
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$ |
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The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
- 4 -
NEUTRA CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Nine Months Ended | ||||||||||||
| October 31, | October 31, | ||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||
| REVENUE | $ |
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$ |
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$ |
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$ |
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| Cost of goods sold |
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| Gross margin |
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| OPERATING EXPENSES | |||||||||||||
| Depreciation |
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| Sales commissions |
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| General and administrative expenses |
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| Total operating expenses |
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| LOSS FROM OPERATIONS |
(
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(
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(
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(
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| OTHER INCOME (EXPENSE) | |||||||||||||
| Gain on forgiveness of debt |
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| Interest expense |
(
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(
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(
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(
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| Total other income (expense) |
(
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(
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(
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(
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| Net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | |
| Dividends on Series G convertible preferred stock | (573 | ) | (5,822 | ) | (4,105 | ) | (15,949 | ) | |||||
| Deemed dividend on Series G convertible preferred stock |
(
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) |
(
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(
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) | |||||||
| Net loss available to common shareholders | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | |
| Net loss per common share | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Weighted average shares outstanding - basic and diluted |
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The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
- 5 -
NEUTRA CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
| Series A | Stock | ||||||||||||||||||||||||||||||||||||||||||
| Convertible | Series B | Series C | Series E | Series F | Additional | subscribed | Total | ||||||||||||||||||||||||||||||||||||
| Common stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | paid-in | Accumulated | but not | Equity | ||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | Shares | Par | Shares | Par | Shares | Par | capital | Deficit | issued | (Deficit) | ||||||||||||||||||||||||||||
| Balance, January 31, 2021 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||||||
| Common stock issued for preferred stock conversions |
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— | — | — | — | — |
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| Dividends on Series G preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | (4,260 | ) | — | (4,260 | ) | |||||||||||||||||||||||||
| Deemed dividend on Series G convertible preferred stock | — | — | — | — | — | — |
(
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(
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| Net loss | — | — | — | — | — | — |
(
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(
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| Balance, April 30, 2021 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||||||
| Common stock issued for preferred stock conversions |
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— | — | — | — | — |
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| Dividends on Series G preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | (5,867 | ) | — | (5,867 | ) | |||||||||||||||||||||||||
| Deemed dividend on Series G convertible preferred stock | — | — | — | — | — | — |
(
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(
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| Net loss | — | — | — | — | — | — |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||
| Balance, July 31, 2021 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||||||
| Common stock issued for preferred stock conversions |
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— | — | — | — | — |
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||||||||||||||||||||||||||||||||||
| Dividends on Series G preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | (5,822 | ) | — | (5,822 | ) | |||||||||||||||||||||||||
| Deemed dividend on Series G convertible preferred stock | — | — | — | — | — | — |
(
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(
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| Net loss | — | — | — | — | — | — |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||
| Balance, October 31, 2021 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||||||
- 6 -
| Series A | Stock | ||||||||||||||||||||||||||||||||||||||||||
| Convertible | Series B | Series C | Series E | Series F | Additional | subscribed | Total | ||||||||||||||||||||||||||||||||||||
| Common stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | paid-in | Accumulated | but not | Equity | ||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | Shares | Par | Shares | Par | Shares | Par | capital | Deficit | issued | (Deficit) | ||||||||||||||||||||||||||||
| Balance, January 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ | $ |
(
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) | ||||||||||||||||
| Common stock issued for preferred stock conversions |
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— | — | — | — | — |
(
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) |
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| Preferred stock subscribed but not issued | — | — | — | — | — | — |
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|||||||||||||||||||||||||||||||||||
| Dividends on Series G preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | (2,429 | ) | — | (2,429 | ) | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||
| Balance, April 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||
| Common stock issued for preferred stock conversions |
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— | — | — | — | — |
(
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) |
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|||||||||||||||||||||||||||||||||
| Dividends on Series G preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | (1,103 | ) | — | (1,103 | ) | |||||||||||||||||||||||||
| Deemed dividend on Series G convertible preferred stock | — | — | — | — | — | — |
(
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(
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) | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — |
(
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(
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) | |||||||||||||||||||||||||||||||||
| Balance, July 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||
| Dividends on Series G preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | (573 | ) | — | (573 | ) | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||
| Balance, October 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||
The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
- 7 -
NEUTRA CORP.
CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY
(UNAUDITED)
| Series G Preferred Stock | ||||||
| Shares | Amount | |||||
| Balance, January 31, 2022 |
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$ |
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| Series G preferred stock converted to common stock |
(
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) |
(
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| Balance, April 30, 2022 |
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$ |
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| Series G preferred stock issued for cash | 60,200 |
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| Series G preferred stock converted to common stock |
(
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) |
(
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) | ||
| Balance, July 31, 2022 |
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$ |
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| Balance, October 31, 2022 |
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$ |
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The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
- 8 -
NEUTRA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | |||||||
| October 31, | |||||||
| 2022 | 2021 | ||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | |||||||
| Net loss | $ |
(
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) | $ |
(
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) | |
| Adjustments to reconcile net loss to net cash provided by (used in) in operating activities: | |||||||
| Depreciation |
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| Gain on forgiveness of debt | — | (11,262 | ) | ||||
| Changes in operating assets and liabilities | |||||||
| Accounts receivable |
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| Inventory |
(
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| Accounts payable and accrued liabilities |
(
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| Accounts payable to related party |
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| Accrued interest payable |
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| NET CASH USED IN OPERATING ACTIVITIES |
(
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(
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| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchase of fixed assets |
(
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| NET CASH USED IN INVESTING ACTIVITIES |
(
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| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Repayments of advance from related party |
(
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| Stock subscriptions received |
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| Proceeds from sale of Series G convertible preferred stock |
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| Proceeds from advance from related party |
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| Proceeds from issuance of note payable |
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| Repayments on notes payable |
(
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| NET CASH PROVIDED BY FINANCING ACTIVITIES |
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| NET CHANGE IN CASH AND CASH EQUIVALENTS |
(
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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| Cash paid during the period for: | |||||||
| Interest | $ | $ | |||||
| Taxes | $ | $ | |||||
| Noncash investing and financing transactions: | |||||||
| Conversion of mezzanine equity | $ |
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$ |
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| Dividends on mezzanine equity | $ | 4,105 | $ | 15,949 | |||
| Deemed dividend on mezzanine equity | $ |
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$ |
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The accompanying footnotes are an integral part of these unaudited consolidated financial statements.
- 9 -
NEUTRA CORP.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2022
Note 1. Background Information
Neutra Corp. was incorporated in Nevada on January 11, 2011, to market and participate in the nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical products, we plan to research and bring new technology to the nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we intend to participate. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. We have established a fiscal year end of January 31.
As the global cannabis market grows exponentially, it is constantly in need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis and its related products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly combing the industry for the latest and greatest to test, prove and bring to market.
We have generated limited revenues to date and our activities have been primarily limited to developing our business plan and research and development of products. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise additional funds in order to implement our business plan. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations.
Note 2. Going Concern
For the nine months ended October 31, 2022, the Company had a net loss
of $
These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.
Management has plans to address the Company’s financial situation as follows:
In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.
In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.
Note 3. Significant Accounting Policies
The significant accounting policies that the Company follows are:
- 10 -
Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January 31, 2022 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission (the “SEC”).
The results of operations for the nine month period ended October 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2023.
Basis of Presentation
The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with GAAP.
Consolidated Financial Statements
The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Diamond Anvil Designs, LLC Deity Corporation and Vivis Corporation (Vivis), from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Inventory
Inventories are stated at the lower of cost or net realizable value, using the average cost method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. The Company’s inventory as of October 31, 2022 consisted of raw materials and packaging supplies related to its products.
Property and Equipment, net
Property and equipment consist of equipment used to manufacture the Company’s
products and is presented at cost. Depreciation is recognized over the useful life of the equipment on a straight-line basis over three
years beginning when the asset is put in service. For the nine months ended October 31, 2022 and 2021, the Company recognized depreciation
expense of $
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:
| • | Identification of the contract with a customer |
| • | Identification of the performance obligations in the contract |
| • | Determination of the transaction price |
| • | Allocation of the transaction price to the performance obligations in the contract |
| • | Recognition of revenue when, or as, the Company satisfies a performance obligation |
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Product sales are recognized all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on the sale of products to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers to return unopened products within 10 days in certain limited circumstances. There have been no refunds processed for returned product.
Contract Costs
Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services.
Cost of Sales
Cost of sales includes all of the costs to purchase and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations.
We compute basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share . The basic earnings (loss) per common share are calculated by dividing our net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing our net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies , to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
As discussed in more detail in Note 6, the Company
agreed to pay
There were no other known commitments or contingencies as of October 31, 2022 and January 31, 2022.
Mezzanine equity
Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
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Recently Adopted Accounting Pronouncements
The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
Note 4. Deposits
Deposits represent cash on deposit with the Company’s attorney. As
of October 31, 2022 and January 31, 2022, the Company had amounts on deposit with its attorney in the amount of $
Note 5. Property and equipment, net
Property and equipment consist of the following:
| October 31, 2022 | January 31, 2022 | ||||||
| Equipment | $ |
|
$ |
|
|||
| Total property and equipment |
|
|
|||||
| Less: accumulated depreciation |
(
|
) |
(
|
) | |||
| Property and equipment, net | $ |
|
$ |
|
|||
Note 6. Related Party Transactions
During the nine months ended October 31, 2022
and 2021, we incurred salary expense of $
As of October 31, 2022 and January 31, 2022, we
owed Mr. Jim, or entities controlled by him, $
During the nine months ended October 31, 2021,
the Company acquired the assets of Deity Corporation, a Texas corporation which the Sydney Jim, the Company’s CEO, had a
controlling interest in that will produce hemp and cannabis products. The transaction was considered an asset acquisition, as there
were no operations of Deity Corporation prior to the transaction. The Company received the formulas for certain hemp and
cannabis-based products and a website to market the products that will be produced. In exchange, the Company will pay to Mr. Jim
On March 11, 2022, the Company entered into a loan agreement for $
Note 7. Advances and Notes Payable
As of October 31, 2022 and January 31, 2021, we
had amounts due under advances of $
On March 11, 2022, the Company entered into a loan agreement for $
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Note 8. Convertible Notes Payable
Convertible notes payable consists of the following as of October 31, 2022 and January 31, 2022:
| October 31, 2022 | January 31, 2022 | ||||||
|
Convertible note, dated
|
$ |
|
$ |
|
|||
|
Convertible note, dated
|
|
|
|||||
| Total convertible notes payable | $ |
|
$ |
|
|||
| Less: convertible notes payable, in default |
(
|
) |
(
|
) | |||
| Current converStible notes payable, net of discount | $ | $ | |||||
Accrued interest on convertible notes payable was $
Note 9. Shareholders’ Equity
Series A Preferred Stock.
In January
2020, our board of directors designated
shares of our preferred stock as Series A Preferred Stock which rank subordinate to all
shares of common stock and do not have voting rights. The Series A Preferred Stock has a stated value of $
per share. The Series A Preferred
Stock is entitled to receive dividends of
Series B Preferred Stock.
In July
2020, our board of directors designated
shares of our preferred stock as Series B Preferred Stock which rank subordinate to all
shares of common stock and do not have voting rights. The Series B Preferred Stock has a stated value of $
per share. The Series B Preferred
Stock is entitled to receive dividends of
Series C Preferred Stock.
In November
2020, our board of directors designated
shares of our preferred stock as Series C Preferred Stock which rank subordinate to all
shares of common stock and do not have voting rights. The Series C Preferred Stock has a stated value of $
per share. The Series C Preferred
Stock is entitled to receive dividends of
Series E preferred stock issued for services
On November 13, 2015, our board of directors designated
shares
of our preferred stock as Series E Preferred Stock. The Series E Preferred Stock is subordinated to our common stock. It does not receive
dividends and does not participate in equity distributions.
Series F preferred stock issued for services
The Series F Preferred Stock is subordinated to our
common stock and superior to all shares of Preferred Stock. It does not receive dividends and does not participate in equity distributions.
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Series G convertible preferred stock
During the nine months ended October 31, 2022, the Company issued
shares of Series G convertible preferred stock and received cash proceeds of $
Preferred Stock Subscription
On February 23, 2022, the Company sold
shares
of preferred stock not yet designated for cash proceeds of $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives, and performance that involve risk, uncertainties, and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.
Background of our Company
Neutra Corp. was incorporated in Florida on January 11, 2011. On October 5, 2015, we reincorporated from Florida to Nevada. On August 16, 2019, we reincorporated from Nevada to Wyoming. The reincorporation was approved by our board of directors and by the holders of a majority of the voting rights for our common stock. There was no change in share ownership as a result of the reincorporation. Our authorized shares in the Wyoming corporation are unlimited shares of common stock and 20,000,000 shares of preferred stock.
We have established a fiscal year end of January 31.
As the global cannabis market grows exponentially, it is constantly in need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis and its related products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly combing the industry for the latest and greatest to test, prove and bring to market.
We have generated limited revenues to date and our activities have been primarily limited to developing our business plan and research and development of products. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise additional funds in order to implement our business plan. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations.
Plan of Operations
We believe we do not have adequate funds to fully execute our business plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we will allocate our funding to first assure that all State, Federal and SEC requirements are met.
As of October 31, 2022, we had cash on hand of $456.
We intend to pursue capital through public or private financing, as well as borrowing and other sources in order to finance our business activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our consolidated financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended January 31, 2022 on Form 10-K.
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Results of Operations
Three months ended October 31, 2022 compared to the three months ended October 31, 2021
Revenue and Cost of Goods Sold
During the three months ended October 31, 2022, we recognized revenue of $23,383 and cost of goods sold of $12,708 related to the sales of CBD products. During the three months ended October 31, 2021, we recognized revenue of $26,271 and cost of goods sold of $24,622. The decrease in revenue compared to the prior year is due two certain non-recurring revenue in the prior year, and the increase in gross margin for the current year is from improved inventory management..
Depreciation
We recognized depreciation of $19,726 for the three months ended October 31, 2022 and 2021 related to the Company’s property and equipment
General and Administrative Expenses
We recognized general and administrative expenses of $46,439 and $152,400 for the three months ended October 31, 2022 and 2021, respectively. The decrease is primarily related to the decrease in consulting fees and marketing expense.
Interest Expense
Interest expense was $15,718 and $15,105 for the three months ended October 31, 2022 and 2021, respectively, from outstanding convertible notes payable.
Net Loss
We incurred a net loss of $81,792 for three months ended October 31, 2022 as compared to $178,954 for the comparable period of 2021.
Nine months ended October 31, 2022 compared to the nine months ended October 31, 2021
Revenue and Cost of Goods Sold
During the nine months ended October 31, 2022, we recognized revenue of $62,077 and cost of goods sold of $29,725 related to the sales of CBD products. During the nine months ended October 31, 2021, we recognized revenue of $53,631 and cost of goods sold of $51,214. The increases in revenue and gross margin are from the expansion of the Company’s wholesale distribution customers and improved inventory management.
Depreciation
We recognized depreciation of $59,179 for the nine months ended October 31, 2022 compared to $58,058 for the nine months ended October 31, 2021.
General and Administrative Expenses
We recognized general and administrative expenses of $186,958 and $353,402 for the nine months ended October 31, 2022 and 2021, respectively. The decrease is primarily related to the decrease in consulting fees and marketing expense and related to the receipt of employee retention tax credits which offset labor costs during the current period.
Interest Expense
Interest expense was $46,528 and $45,501 for the nine months ended October 31, 2022 and 2021, respectively, from outstanding convertible notes payable.
Net Loss
We incurred a net loss of $286,414 for nine months ended October 31, 2022 as compared to $457,153 for the comparable period of 2021.
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Liquidity and Capital Resources
At October 31, 2022, we had cash on hand of $456. We have negative working capital of $1,218,483. Net cash used in operating activities for the nine months ended October 31, 2022 was $154,756. The Company had net cash provided by financing activities of $154,156 for the nine months ended October 31, 2022, with $50,000 of proceeds from preferred stock subscriptions, $50,000 proceeds from the sale of additional shares of Series G preferred stock, $60,000 of proceeds from notes payable, which were offset by repayments on notes payable of $5,844. Cash on hand is adequate to fund our operations for less than six months. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to us. We have no material commitments for capital expenditures as of October 31, 2022.
Additional Financing
Additional financing is required to continue operations. Although actively searching for available capital, we do not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item is not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Internal Control over Financial Reporting
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2022. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of October 31, 2022, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
| 1. | As of October 31, 2022, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
| 2. | As of October 31, 2022, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
| 3. | As of October 31, 2022, we did not maintain effective controls over transactions with related parties. Specifically, controls were not designed and in place to ensure that all transactions with related parties were captured and tracked in our financial statements. The Company has no formal process related to the identification and approval of related party transactions. Management has determined that this control deficiency constitutes a material weakness. |
Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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Change in Internal Controls Over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
ITEM 1A. RISK FACTORS
This item is not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
We have not defaulted upon senior securities.
ITEM 4. MINE SAFETY DISCLOSURES
This item is not applicable to the Company.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| Exhibit No. | Description |
| 3.1 | Articles of Incorporation (1) |
| 3.2 | Bylaws (1) |
| 14.1 | Code of Ethics (1) |
| 21 | Subsidiaries of the Registrant (2) |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer. (2) |
| 32.1 | Section 1350 Certification of principal executive officer and principal financial accounting officer. (2) |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (3) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (3) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (3) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (3) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (3) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (3) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (3) |
__________
| (1) | Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 24, 2011. |
| (2) | Filed or furnished herewith. |
| (3) | In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.” |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Neutra Corp. | |
| Date: December 15, 2022 | BY: /s/ Sydney Jim |
| Sydney Jim | |
|
President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director |
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